STATE OF VERMONT CONTRACT SUMMARY AND CERTIFICATION - Form AA-14 (3/30//07)
L
CONTRACT INFORMATION:
Contract #: I, "" {., 0
Amendment #:
Contractor Vendor No: 144301
\gency IDepartment:
Agency of Human Services/Dept of Corrections
::ontractor:
Corrections Corporation of America
10 Burton Hills Boulevard, Nashville TN 37215
:ontractor Address:
:ederal ID or SS#:
62-1806755
Itarting Date:
7/1/2007
Ending Date:
6/30/2009
lummary of contract or amendment: Supplemental housing for Vermont inmates
II

FINANCIAL INFORMATION

..1aximum Payable:
: urrent Amendment:

$26,402,394.00 1 Prior Maximum: 1 $
1 Prior Contract # (If Renewal) :
$- Cumulative amendments: 1$
1 % Cumulative Change:
%
1
..1aximum # Units:
I # Unit Change: I
I Prior # Units: I #
I
$
58.00
1 Prior Rate: 1$
~ate:
1
1
1
;ource of Funds - Busmess UllIt(S): 03590
General Fund: 100 %
Federal Fund:
%
Other Fund:
%
Fund Code:
Dept. 10: 3480006000
Dept. ID:
Dept. ID:
III. SUITABILITY OFPERSONALSERVICES CONTRACT
No Does this contractor meet all 3 parts of the "ABC" definition of independent contractor'?
Yes 0
~
(See Bulletin 3.5) If not, please indicate why this work is being arranged through a contract.
]
Yes [gJ No Is agency liable for income tax withholding or FICA?
Yes [gJ No Should contractor be paid on the state payroll?
]
IV. PUBLIC COMPETITION
-he agency has taken reasonable steps to control the price ofthe contract and to allow qualified businesses to compete for the work
uthorized by this contract. The agency has done this through:
[gJ Simplified Bid
0 Sole Sourced
0 Qualification Based Selection
0 Other
] Standard bid or RFP
V.
TYPE OF CONTRACT
Construction
0 Architect/Engineer
0 Commodity
~ Personal Service
Privatization*
0 Other
VI. CONFLICT OF INTEREST
~y signing below, I certify that no person able to control or influence award of this contract had a pecuniary interest in its award or
lerformance, either personally or through a member of his or her household, family, or business.

o

]

Yes

~ Yes

[gJ No

0

No

Yes

[gJ No

] Yes

[gJ No

] Yes

[gJ No

~ Yes

0

]

No

o

Is there an "appearance" of a conflict of interest so that a reasonable person may conclude that this
contractor was selected for improper reasons: (If yes, explain)
VII. PRIOR APPROVALS REQUIRED OR REQUESTED
Contract must be approved by the Attorney General under 3 VSA §311(a)(lO)
I request the Attorney General review this contract as to form
No, Already performed by in-house AAG or counsel:
(initial)
Contract must be approved by the CIO/Commissioner of OIl; for IT hardware, software or services and
Telecommunications over $150,000
Contract must be approved by the CMO; for Marketing services over $15 ,000
Contract must be approved by the Secretary of Administration
VIII. AGENCYIDEPARTMENTllEA..D CERTIFICATION; APPROVAL

...--)ate

)ate

)ate

CIO (init)

Date

CMO (initial)

- 1-

IBIl JUL 1 92.007

Contract # II tv (.,0
Change #

ST A TE OF VERMONT
ST ANDARD CONTRACT FOR PERSONAL SERVICES

1. Parties This is a contract for personal services between the State of Vermont, Department of Corrections (hereafter

called "State"), and Corrections Corporation of America, with principal place of business in Nashville, TN, (hereafter
called "Contractor"). Contractor's form of business organization is a private company that manages prisons . Contractor
is not required by law to have a Business Account Number from the Vermont Department of Taxes.
2. Subject Matter The subject matter of this contract is personal services generally on the subject of housing inmates.
Detailed services to be provided by the Contractor are described in Attachment A.
3. Maximum Amount In consideration of the services to be performed by Contractor, the State agrees to pay Contractor
in accordance with the payment provisions specified in Attachment B a sum not to exceed $26,402,394.00.
4. Contract Term The period of Contractor's performance shall begin on 7/ 1/07 and end on 6/30/09.
5. Prior Approvals If approval by the Attorney General's Office or the Secretary of Administration is required, (under
current law, bulletins, and interpretations), neither this contract nor any amendment to it is binding until it has been
approved by either or both such persons.
IX] Yes 0 No Approval by the Attorney General's Office required.
IX] Yes 0 No Approval by the Secretary of Administration required.
6. Amendment No changes, modifications, or amendments in the terms and conditions of this contract shall be effective
unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor.
7. Cancellation This contract may be cancelled by either party by giving written notice at least 30 days in advance.
8. Attachments This contract consists of 81 pages including the following attachments which are incorporated herein:
Attachment A - Specifications of Work to be Performed
Attachment B - Payment Provisions
Attachment C - "Customary State Provisions", Revised 04/124/07
Attachment D - Modifications of Maximum Insurance Requirements Not necessary/Not attached
Attachment E - Business Associate Agreement (Revised 03/28/06)
Attachment F - Agency of Human Services - Customary Contract Provisions (Revised 04/24/07)
Attachment G - Inmate Housing Agreement
Exhibit A - Privacy of Protected Health Information
Exhibit B - Suicide Management/Risk Reduction
WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT.
by the CONTRACTOR
Date: fJ·2'1·o)

du.~ ~

Signature:

LUCi beth MCAybex(y
Agency: AHS/9orrections

(Please PRINT signature)
.1 .... '1 .J..<:" J...c; 7
Name: Corrections Corporation of America
Address: 10 Burton Hills Boulevard
( , . "1 t ( , i' r- ;./' ", (1"> '" r. (\. ,. '\
)
.
.
Nashville, TN 37215
A
\1';
(
S
\)
;,..
Fed. lD/SS#: 62-1806755
Title:
Fl .. WI
A .

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APPROVED AS TO FORM:

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7hl01

Attorney General:

Of

-2-

I

G cit

ATTACHMENT A
CONTRACT FOR SERVICES

SPECIFICATIONS OF WORK TO BE PERFORMED
Contractor will provide the following services for the State:

Contractor will provide services as outlined in Attachment G.

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ATTACHMENT B
CONTRACT FOR SERVICES
PAYMENT PROVISIONS

1. Contractor agrees to invoice the State for services no less frequently than monthly. The Contractor agrees to render an
invoice to the State by fifteen (1S) days following the last day of the month in which the service was provided. The State
will not be liable for payments for any service invoiced after the IS-day limit.
2. In consideration of the services to be provided by Contractor, the State agrees to pay Contractor as follows:
Payment shall be made within 30 days of a correct invoice.
See also Attachment G, section 21
Approved expenses may be reimbursed to the contractor at prevailing state rates or paid directly to a third party.
Total expenses not to exceed $Per Attachment G, Section 21. The per bed cost per day is as follows:
Year One: $S8.00
Year Two: $S9.74
Year Three: $61.S3
Year Four: $63.38
Year Five: $6S.28
Year Six: $67.24
And other reimbursable expenses per Attachment G, Section 6, Section 9, Section 26 (y).
Additionally, it is hereby agreed and understood that this contract has no minimum amount. The Contractor's
services will be required on an "as needed" basis.
3. Contractor shall submit all invoices to:
Raymond J. Flum, Director of Classification
Vermont Department of Corrections
1229 Portland Street, Suite 101
St. Johnsbury, VT OS819

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STATE OF VERMONT

CONTRACT FOR SERVICES

ATT ACHMENT C
CUSTOMARY STATE CONTRACT PROVISIONS
I.

Entire Agreement. This contract represents the entire agreement between the parties on the subject matter. All
prior agreements, representations, statements, negotiations, and understandings shall have no effect.

2.

Applicable Law. This contract will be governed by the laws of the State of Vermont.

3.

Appropriations. If this contract extends into more than one fiscal year of the State (July I to June 30), and if
appropriations are insufficient to support this contract, the State may cancel at the end of the fiscal year, or
otherwise upon the expiration of existing appropriations authority.

4.

No Emplovee Benefits for Contractors. The contractor understands that the State will not provide any individual
retirement benefits, group life insurance, group health and dental insurance, vacation or sick leave, workers'
compensation or other benefits or services available to State employees, nor will the State withhold any state or
federal taxes except as required under applicable tax laws, which shall be determined in advance of execution of the
contract. The contractor understands that all tax returns required by the Internal Revenue Code and the State of
Vermont, including but not limited to income, withholding, sales and use, and rooms and meals, must be filed by the
contractor, and information as to contract income will be provided by the State of Vermont to the Internal Revenue
Service and the Vermont Department of Taxes.

5.

Independence, Liability. The contractor will act in an independent capacity and not as officers or employees of the
State. The Contractor shall indemnify, defend, and hold harmless the State and its officers and employees from
liability and any claims, suits, judgments, and damages arising as a result of the contractor's acts and/or omissions in
the performance of this contract. The contractor shall notify its insurance company and the State within 10 days of
receiving any claim for damages, notice of claims, pre-claims, or service of judgments or claims, for any act or
omissions in the performance of this contract.

6.

Insurance. Before commencing work on this contract the contractor must provide certificates of insurance to show
that the following minimum coverage is in effect. The contractor must notify the State no more than 10 days after
receiving cancellation notice of any required insurance policy. It is the responsibility of the contractor to maintain
current certificates of insurance on file with the State through the term of the contract. Failure to maintain the required
insurance shall constitute a material breach of this contract.

workers,m~­

Workers' Compensation: With respect to all operations performed, the contractor shall carry
co~pen~ati~~ insurance in accordance with the laws of the Stahl Qf'r~~Ql:)t. )k·\f ~ Vvh .. / t. -l~"\t S~ ;1\ '1<. t: .')
l ,,;

t... P' '- '''I\'''_ '\X ''~.J

lim

., / '"

General Liability and Property Damage: With respect to all operations performed under the contract, the
contractor shall carry general liability insurance having all major divisions of coverage including, but not limited
to:
Premises - Operations
Products and Completed Operations
Personal Injury Liability
Contractual Liability

The policy shall be on an occurrence fonn and limits shall not be less than:
$1,000,000 Per Occurrence
$1,000,000 General Aggregate
$1,000,000 Products/Completed Operations Aggregate
$ 50,000 Fire/Legal Liability
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ST ATE OF VERMONT

CONTRACT FOR SERVICES
Automotive Liability: The contractor shall carry automotive liability insurance covering all motor vehicles,
including hired and non-owned coverage, used in connection with the contract. Limits of coverage shall not be
less than: $1,000,000 combined single limit.
Professional Liability: Before commencing work on this contract and throughout the term of this contract, the
contractor shall procure and maintain professional liability insurance for any and all services perfOlmed under this
contract, with minimum coverage of $1,000,000 per occurrence.
No warranty is made that the coverage and limits listed herein are adequate to cover and protect the interests of the
contractor for the contractor's operations. These are solely minimums that have been established to protect the
interests of the State.
7.

Reliance by the State on Representations: All payments by the State under this contract will be made in reliance upon
the accuracy of all prior representations by the contractor, including but not limited to bills, invoices, progress reports
and other proofs of work.

8.

Records Available for Audit. The contractor will maintain all books, documents, payroll, papers, accounting records
and other evidence pertaining to costs incurred under this agreement and make them available at reasonable times
during the period of the contract and for three years thereafter for inspection by any authorized representatives of the
State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three year period,
the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. The
State, by any authorized representative, shall have the right at all reasonable times to inspect or otherwise evaluate the
work performed or being performed under this contract.

9.

Fair Employment Practices and Americans with Disabilities Act: Contractor agrees to comply with the requirement of
Title 21 V .S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable.
Contractor shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, that qualified
individuals with disabilities receive equitable access to the services, programs, and activities provided by the
contractor under this contract. Contractor further agrees to include this provision in all subcontracts.

10. Set Off: The State may set off any sums which the contractor owes the State against any sums due the contractor under
this contract; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance
with the procedures more specifically provided hereinafter.
II.

Taxes Due to the State:
a. Contractor understands and acknowledges responsibility, if applicable, for compliance with State tax laws,
including income tax withholding for employees performing services within the State, payment of use tax on
property used within the State, corporate and/or personal income tax on income earned within the State.

b . Contractor certifies under the pains and penalties of perjury that, as of the date the contract is signed, the
contractor is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the
State of Vermont.
c. Contractor understands that final payment under this contract may be withheld if the Commissioner of Taxes
determines that the contractor is not in good standing with respect to or in full compliance with a plan to pay any
and all taxes due to the State of Vermont.
d. Contractor also understands the State may set off taxes (and related penalties, interest and fees) due to the State of
Vermont, but only if the contractor has failed to make an appeal within the time allowed by law, or an appeal has
been taken and finally determined and the contractor has no further legal recourse to contest the amounts due.

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STATE OF VERMONT

CONTRACT FOR SERVICES
12 .

Child Support. (Applicable if the contractor is a natural person, not a corporation or partnership.) Contractor states
that, as of the date the contract is signed, he/she:
a. is not under any obligation to pay child support; or
b. is under such an obligation and is in good standing with respect to that obligation; or
c. has agreed to a payment plan with the Vermont Office of Child Support and is in full compliance with that plan.

Contractor makes this statement with regard to support owed to any and all children residing in Vermont. In
addition, if the Contractor is a resident of Vermont, contractor makes this statement with regard to support owed to
any and all children residing in any other state or territory of the United States.
13.

Subcontractors. Contractor shall not assign or subcontract the performance of this agreement or any portion thereof

to any other contractor without the prior written approval of the State. Contractor also agrees to include in all
subcontract agreements a tax certification in accordance with paragraph 11 above.
Notwithstanding the foregoing, the State agrees that the contractor may assign this contract, including all of the
contractor's rights and obligations hereunder, to any successor in interest to the contractor arising out of the sale of
or reorganization of the contractor.
14.

No Gifts or Gratuities. Contractor shall not give title or possession of any thing of substantial value (including
property, currency, travel and/or education programs) to any officer or employee of the State during the term of this
contract.

15.

Copies. All written reports prepared under this contract will be printed using both sides of the paper.

16.

Certification Regarding Debarment. Contractor certifies under pains and penalties of perjury that, as of the date that

this contract is signed, neither contractor nor contractor's principals (officers, directors, owners, or partners) are
presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in federal
programs or programs supported in whole or in part by federal funds.
Revised AHS -4124/07

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ATTACHMENT E
BUSINESS ASSOCIATE agreement (revised 03/28/2006)
THIS BUSINESS ASSOCIATE AGREEMENT ("AGREEMENT") IS ENTERED INTO BY AND BETWEEN
THE STATE OF VERMONT AGENCY OF HUMAN SERVICES OPERATING BY AND THROUGH ITS
DEPARTMENT, OFFICE, OR DIVISION OF DEPARTMENT OF CORRECTIONS ("COVERED ENTITY") AND
Corrections Corporation of America ("BUSINESS ASSOCIATE") AS OF July 1, 2007 ("EFFECTIVE DATE").
THIS AGREEMENT SUPPLEMENTS AND IS MADE A PART OF THE CONTRACT TO WHICH IT IS AN
ATTACHMENT.
Covered Entity and Business Associate enter into this Agreement to comply with standards promulgated under the Health
Insurance Portability and Accountability Act of 1996 ("HIP AA") including the Standards for the Privacy of Individually
Identifiable Health Information at 45 CFR Parts 160 and 164 ("Privacy Rule") and the Security Standards at 45 CFR Parts
160 and 164 ("Security Rule").
The parties agree as follows:
1.

Definitions. All capitalized terms in this Agreement have the meanings identified in this Agreement 45 CFR Part
160, or 45 CFR Part 164.
The term "Services" includes all work performed by the Business Associate for or on behalf of Covered Entity that
requires the use and/or disclosure of protected health information to perform a business associate function described
in 45 CFR 160.103 under the definition of Business Associate.
The term "Individual" includes a person who qualifies as a personal representative in accordance with 45 CFR
164.502(g). All references to "PHI" mean Protected Health Information . All references to "Electronic PHI" mean
Electronic Protected Health Information.

2.

Permitted and Required UseslDisclosures of PHI.
2.1

Except as limited in this Agreement, Business Associate may use or disclose PHI to perform Services provided
that any use or disclosure would not violate the minimum necessary policies and procedures of Covered Entity.
Business Associate shall not use or disclose PHI in any manner that would constitute a violation of the Privacy
Rule if used or disclosed by Covered Entity in that manner. Business Associate may not use or disclose PHI
other than as permitted or required by this Agreement or as Required by Law.

2.2

Business Associate may make PHI available to its employees who need access to perform Services provided
that Business Associate makes such employees aware of the use and disclosure restrictions in this Agreement
and binds them to comply with such restrictions. Business Associate may only disclose PHI for the purposes
authorized by this Agreement: (a) to its agents (including subcontractors) in accordance with Sections 6 and 14
or (b) as otherwise pem1itted by Section 3.

3.

Business Activities. Business Associate may use PHI received in its capacity as a "Business Associate" to Covered
Entity if necessary for Business Associate's proper management and administration or to carry out its legal
responsibilities. Business Associate may disclose PHI received in its capacity as "Business Associate" to Covered
Entity for Business Associate's proper management and administration or to carry out its legal responsibilities if a
disclosure is Required by Law or if (a) Business Associate obtains reasonable written assurances via a written
contract from the person to whom the information is to be disclosed that the PHI shall remain confidential and be
used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person and (b)
the person promptly notifies Business Associate (who in tum will promptly notify Covered Entity) in writing of any
instances of which it is aware in which the confidentiality of the PHI has been breached. Uses and disclosures of
PHI for the purposes identified in this Section 3 must be of the minimum amount of PHI necessary to accomplish
such purposes.

4.

Safeguards. Business Associate shall implement and use appropriate safeguards to prevent the use or disclosure of
PHI other than as provided for by this Agreement. Business Associate shall identify in writing upon request from
Covered Entity all of the safeguards that it uses to prevent impermissible uses or disclosures of PHI.

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5.

Reporting. Business Associate shall report in writing to Covered Entity any use or disclosure of PHI in violation of
this Agreement by Business Associate or its agents including its subcontractors. Business Associate shall provide
this written report promptly after it becomes aware of such use or disclosure. Business Associate shall provide
Covered Entity with the information necessary for Covered Entity to investigate the impermissible use or disclosure.
Consistent with 45 CFR 164.502(j)(l) Business Associate may use PHI to report violations of law to federal and
state authorities.

6.

Agreements by Third Parties. Business Associate shall ensure that any agent (including a subcontractor) to whom
it provides PHI received from Covered Entity or created or received by Business Associate on behalf of Covered
Entity agrees in a written contract to the same restrictions and conditions that apply through this Agreement to
Business Associate with respect to such PHI. For example, the written contract must include those restrictions and
conditions set forth in Section 12. Business Associate must enter into the written contract before any use or
disclosure of PHI by such agent. The written contract must identify Covered Entity as a direct and intended third
party beneficiary with the right to enforce any breach of the contract concerning the use or disclosure of PHI.
Business Associate shall provide a copy of the written contract to Covered Entity upon request. Business Associate
may not make any disclosure of PHI to any agent without the prior written consent of Covered Entity.

7.

Access to pm. Business Associate shall provide access to PHI in a Designated Record Set to Covered Entity or as
directed by Covered Entity to an Individual to meet the requirements under 45 CFR 164.524. Business Associate
shall provide such access in the time and manner reasonably designated by Covered Entity. Business Associate shall
promptly forward to Covered Entity for handling any request for access to PHI that Business Associate directly
receives from an Individual.

8.

Amendment of PHI. Business Associate shall make any amendments to PHI in a Designated Record Set that
Covered Entity directs or agrees to pursuant to 45 CFR 164.526, whether at the request of Covered Entity or an
Individual. Business Associate shall make such amendments in the time and manner reasonably designated by
Covered Entity. Business Associate shall promptly forward to Covered Entity for handling any request for
amendment to PHI that Business Associate directly receives from an Individual.

9.

Accounting of Disclosures. Business Associate shall document disclosures of PHI and all information related to
such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting
of disclosures of PHI in accordance with 45 CFR 164.528. Business Associate shall provide such information to
Covered Entity or as directed by Covered Entity to an Individual, to permit Covered Entity to respond to an
accounting request. Business Associate shall provide such information in the time and manner reasonably designated
by Covered Entity. Business Associate shall promptly forward to Covered Entity for handling any accounting
request that Business Associate directly receives from an Individual.

10. Books and Records. Subject to the attorney-client and other applicable legal privileges, Business Associate shall
make its internal practices, books, and records (including policies and procedures and PHI) relating to the use and
disclosure of PHI received from Covered Entity or created or received by Business Associate on behalf of Covered
Entity available to the Secretary in the time and manner designated by the Secretary. Business Associate shall make
the same information available to Covered Entity (without regard to the attorney-client or other applicable legal
privileges) upon Covered Entity' s request in the time and manner reasonably designated by Covered Entity so that
Covered Entity may determine whether Business Associate is in compliance with this Agreement.
11. Termination.
11 .1

This Agreement commences on the Effective Date and shall remain in effect until terminated by Covered
Entity or until all of the PHI provided by Covered Entity to Business Associate or created or received by
Business Associate on behalf of Covered Entity is destroyed or returned to Covered Entity subject to Section
15.11.

11 .2

If Business Associate breaches any material term of this Agreement, Covered Entity may either: (a) provide
an opportunity for Business Associate to cure the breach and Covered Entity may terminate this Contract
without liability or penalty if Business Associate does not cure the breach within the time specified by
Covered Entity; or (b) immediately terminate this Contract without liability or penalty if Covered Entity
believes that cure is not reasonably possible; or (c) if neither termination nor cure are feasible , Covered Entity
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shall report the breach to the Secretary. Covered Entity has the right to seek to cure any breach by Business
Associate and this right, regardless of whether Covered Entity cures such breach, does not lessen any right or
remedy available to Covered Entity at law, in equity, or under this Contract, nor does it lessen Business
Associate's responsibility for such breach or its duty to cure such breach.
12. Return/Destruction of PHI.
12.1

Business Associate in connection with the expiration or termination of this Contract shall return or destroy all
PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity
pursuant to this Contract that Business Associate still maintains in any form or medium (including electronic)
within thirty (30) days after such expiration or termination. Business Associate shall not retain any copies of
the PHI. Business Associate shall certify in writing for Covered Entity (1) when all PHI has been returned or
destroyed and (2) that Business Associate does not continue to maintain any PHl. Business Associate is to
provide this certification during this thirty (30) day period.

12.2

Business Associate shall provide to Covered Entity notification of any conditions that Business Associate
believes make the return or destruction of PHI infeasible. If Covered Entity agrees that return or destruction
is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further
uses and disclosures of such PHI to those purposes that make the return or destruction infeasible for so long
as Business Associate maintains such PHI.

13. Notice/Training. Business Associate understands that: (a) there may be civil or criminal penalties for misuse or
misappropriation of PHI and (b) violations of this Agreement may result in notification by Covered Entity to law
enforcement officials and regulatory, accreditation, and licensure organizations. If requested by Covered Entity,
Business Associate shall participate in information security awareness training regarding the use, confidentiality, and
security of PHI.
14. Security Rule Obligations. The following provisions of this Section 14 apply to the extent that Business Associate
creates, receives, maintains or transmits Electronic PHI on behalf of Covered Entity.
14.1

Business Associate shall implement and use administrative, physical, and technical safeguards that reasonably
and appropriately protect the Confidentiality, Integrity and Availability of the Electronic PHI that it creates,
receives, maintains or transmits on behalf of Covered Entity. Business Associate shall identify in writing
upon request from Covered Entity all of the safeguards that it uses to protect such Electronic PHI.

14.2

Business Associate shall ensure that any agent (including a subcontractor) to whom it provides Electronic PHI
agrees in a written contract to implement and use administrative, physical, and technical safeguards that
reasonably and appropriately protect the Confidentiality, Integrity and Availability of the Electronic PHI.
Business Associate must enter into this written contract before any use or disclosure of Electronic PHI by
such agent. The written contract must identify Covered Entity as a direct and intended third party beneficiary
with the right to enforce any breach of the contract concerning the use or disclosure of Electronic PHI.
Business Associate shall provide a copy of the written contract to Covered Entity upon request. Business
Associate may not make any disclosure of Electronic PHI to any agent without the prior written consent of
Covered Entity.

14.3

Business Associate shall report in writing to Covered Entity any Security Incident pertaining to such
Electronic PHI (whether involving Business Associate or an agent, including a subcontractor). Business
Associate shall provide this written report promptly after it becomes aware of any such Security Incident.
Business Associate shall provide Covered Entity with the information necessary for Covered Entity to
investigate any such Security Incident.

14.4

Business Associate shall comply with any reasonable policies and procedures Covered Entity implements to
obtain compliance under the Security Rule.

- 10 -

15. Miscellaneous.
15. 1

In the event of any confi ict or inconsistency between the terms of this Agreement and the terms of the
Contract, the terms of this Agreement shall govern with respect to its subject matter. Otherwise the terms of
the Contract continue in effect.

15 .2

Any reference to "promptly" in this Agreement shall mean no more than seven (7) business days after the
circumstance or event at issue has transpired. A reference in this Agreement to a section in the Privacy Rule
or Security Rule means the section as in effect or as amended or renumbered.

15 .3

Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to it of a use or
disclosure of PHI in violation of any provision of this Agreement.

15.4

Business Associate shall cooperate with Covered Entity to amend this Agreement from time to time as is
necessary for Covered Entity to comply with the Privacy Rule, the Security Rule, or any other standards
promulgated under HIP AA.

15.5

Any ambiguity in this Agreement shall be resolved to permit Covered Entity to comply with the Privacy Rule,
Security Rule, or any other standards promulgated under HIP AA.

15 .6

In addition to applicable Vermont law, the parties shall rely on applicable federal law (e.g., HIPAA, the
Privacy Rule and Security Rule) in construing the meaning and effect of this Agreement.

15 .7

This Agreement may be amended or modified, and any right under this Agreement may be waived, only by a
writing signed by an authorized representative of each party.

15 .8

Nothing express or implied in this Agreement is intended to confer upon any person other than the parties
hereto any rights, remedies, obligations or liabilities whatsoever. Notwithstanding the foregoing, the Covered
Entity in this Agreement is the Agency of Human Services operating by and through its Department of
Corrections. Covered Entity and Business Associate agree that the term "Covered Entity" as used in this
Agreement also means any other Department, Division or Office of the Agency of Human Services to the
extent that such other Department, Division, or Office has a relationship with Business Associate that
pursuant to the Privacy or Security Rules would require entry into an agreement of this type.

15.9

As between Business Associate and Covered Entity, Covered Entity owns all PHI provided by Covered
Entity to Business Associate or created or received by Business Associate on behalf of Covered Entity.

15 .10 Business Associate shall abide by the terms and conditions of this Agreement with respect to all PHI it
receives from Covered Entity or creates or receives on behalf of Covered Entity under this Contract even if
some of that information relates to specific services for which Business Associate may not be a "Business
Associate" of Covered Entity under the Privacy Rule.
15.11 The provisions of this Agreement that by their terms encompass continuing rights or responsibilities shall
survive the expiration or termination of this Agreement. For example: (a) the provisions of this Agreement
shall continue to apply if Covered Entity determines that it would be infeasible for Business Associate to
return or destroy PHI as provided in Section 12 .2 and (b) the obligation of Business Associate to provide an
accounting of disclosures as set forth in Section 9 survives the expiration or tennination of this Agreement
with respect to accounting requests, if any, made after such expiration or termination.
15.12 This Agreement constitutes the entire agreement of the parties with respect to its subject matter, superseding
all prior oral and written agreements between the parties in such respect.

- 11 -

ATTACHMENT F
Agency of Human Services
Customary Contract Provisions
1.

Agency of Human Services - Field Services Directors will share oversight with the department (or office) that
is a party to the contract for provider performance using outcomes, processes, terms and conditions agreed to
under this contract.

2.

2-1-1 Data Base: The contractor will ensure that relevant descriptive information regarding its agency, programs
and/or contact information is contained in Vermont's 211 database and is accurate and up to date.

3.

Medicaid Program Contractors:
Inspection of Records. Any contracts accessing payments for services through the Global Commitment to Health
Waiver and Vermont Medicaid program must fulfill state and federal legal requirements to enable the Agency of
Human Services (ARS), the United States Department of Health and Human Services (DHHS) and the
Government Accounting Office (GAO) to:
Evaluate through inspection or other means the quality, appropriateness, and timeliness of services
performed; and
Inspect and audit any financial records of such contractor or subcontractor.
Subcontracting for Medicaid Services: Having a subcontract does not terminate the contractor, receiving funds
under Vermont's Medicaid program, from its responsibility to ensure that all activities under this agreement are
carried out. Subcontracts must specify the activities and reporting responsibilities of the contractor or
subcontractor and provide for revoking delegation or imposing other sanctions if the contractor or subcontractor's
performance is inadequate. The contractor agrees to make available upon request to the Agency of Human
Services; the Office of Vermont Health Access; the Department of Disabi Iities, Aging and Independent Li ving;
and the Center for Medicare and Medicaid Services (CMS) all contracts and subcontracts between the contractor
and service providers.
Medicaid Notification of Termination Requirements: Any contractor accessing payments for services under the
Global Commitment to Health Waiver and Medicaid programs who terminates their practice will follow the
Office of Vermont Health Access, Managed Care Organization enrollee notification requirements.
Encounter Data: Any contractor accessing payments for services through the Global Commitment to Health
Waiver and Vermont Medicaid programs must provide encounter data to the Agency of Human Services and/or
its departments and ensure that it can be linked to enrollee eligibility files maintained by the State.
4.

Non-discrimination Based on National Origin as evidenced by Limited English Proficiency. The contractor
agrees to comply with the non-discrimination requirements of Title VI of the Civil Rights Act of 1964, 42 USC
Section 2000d, et seq., and with the federal guidelines promulgated pursuant to Executive Order 13166 of 2000,
which require that contractors and subcontractors receiving federal funds must assure that persons with limited
English proficiency can meaningfully access services. To the extent the contractor provides assistance to
individuals with limited English proficiency through the use of oral or written translation or interpretive services
in compliance with this requirement, such individuals cannot be required to pay for such services.

5.

Voter Registration . When designated by the Secretary of State, the contractor agrees to become a voter
regi stration agency as defined by 17 V.S.A. §2103 (41), and to comply with the requirements of state and federal
law pertaining to such agencies.

6.

Drug Free Workplace Act. The contractor will assure a drug-free workplace in accordance with 45 CFR Part 76.

- 12 -

7.

Privacy and Security Standards.
Protected Health Infonnation: The contractor shall maintain the privacy and security of all individually
identifiable health infonnation acquired by or provided to it as a part of the perfonnance of this contract. The
contractor shall follow federal and state law relating to privacy and security of individually identifiable health
infonnation as applicable, including the Health Insurance Portability and Accountability Act (HIPPA) and its
federal regulations.
Substance Abuse Treatment Infonnation: The confidentiality of any alcohol and drug abuse treatment infonnation
acquired by or provided to the contractor or subcontractor shall be maintained in compliance with any applicable
state or federal laws or regulations and specifically set out in 42 CFR Part 2.
Other Confidential Consumer Infonnation: The contractor agrees to comply with the requirements of AHS Rule
No. 96-23 concerning access to infonnation. The contractor agrees to comply with any applicable Vennont State
Statute, including but not limited to 12 VSA § 1612 and any applicable Board of Health confidentiality
regulations. The contractor shall ensure that all of its employees and subcontractors perfonning services under
this agreement understand the sensitive nature of the infonnation that they may have access to and sign an
affinnation of understanding regarding the infonnation's confidential and non-public nature.
Social Security numbers: The contractor agrees to comply with all applicable Vennont State Statutes to assure
protection and security of personal infonnation, including protection from identity theft as outlined in Title 9,
Vennont Statutes Annotated, Ch. 62.

8.

Abuse Registry. The contractor agrees not to employ any individual, use any volunteer, or otherwise provide
reimbursement to any individual who provides care, custody, treatment, services, or supervision to children or
vulnerable adults ifthere is a substantiation of abuse or neglect or exploitation against that individual. The contractor
will check the Adult Abuse Registry in the Department of Disabilities, Aging and Independent Living. Unless the
contractor holds a valid child care license or registration from the Division of Child Development, Department for
Children and Families, the contractor shall also check the Central Child Abuse Registry. (See 33 V.S.A. §4919 & 33
V.S.A. §6911).

9.

Child Abuse Reporting. Notwithstanding the provision of 33 V.S.A. §4913(a) any agent or employee of the
contractor who has reasonable cause to believe that a child has been abused or neglected as defined in Chapter 49
of Title 33 V.S.A. shall report the suspected abuse or neglect to the Commissioner of the Department for Children
and Families within one working day. The report shall contain the infonnation required by 33 V.S.A. §4914.

10.

Work Product Ownership. All data, technical infonnation, materials gathered, originated, developed, prepared,
used or obtained in the perfonnance of the contract - including, but not limited to, all reports, surveys, plans,
charts, literature, brochures, mailings, recordings (video or audio, pictures, drawings, analyses, graphic
representations, software computer programs and accompanying documentation and printouts, notes and
memoranda, written procedures and documents, regardless of the state of completion, which are prepared for or
are a result of the services required under this contract shall be and remain the property of the State of Vennont
and shall be delivered to the State of Vennont upon 30 days notice by the State. With respect to software
computer programs and / or source codes developed for the State, the work shall be considered "work for hire,"
i.e., the State, not the contractor or subcontractor, shall have full and complete ownership of all software computer
programs and/or source codes developed.

11.

Software Development. Without exception or alternate options, it is the State's policy that any application
software which is purchased to support a business, operational or service delivery, activity of state government
must include the licensing or ownership of the source code. The source code must be delivered to, and reside in,
the state agency or department that supports and/or maintains the application and must be available for
modification and/or maintenance by state personnel at the sole discretion and option of the State. Source code
held in escrow by a third party does not meet the requirement ofthis policy.

- 13 -

12.

I ntellectual Property Ownership. All work products and items delivered or produced under this agreement wi1l
be the exclusive property of the State of Vermont. This includes, but is not limited to, software, documentation,
and development materials. The contractor shall not sell or copyright a work product or item produced under this
contract without explicit permission from the State. The contractor shall not make information entered in the
application available for uses by any other party than the State of Vermont without prior authorization by the
State.

13.

Lobbying. No federal funds under this agreement may be used to influence or attempt to influence an officer or
employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a
member of Congress in connection with the awarding of any federal contract, continuation, renewal, amendments
other than federal appropriated funds.

14.

Non-discrimination. The contractor will prohibit discrimination on the basis of age under the Age
Discrimination Act of 1975, on the basis of handicap under section 504 of the Rehabilitation Act of 1973, on the
basis of sex under Title IX of the Education Amendments of 1972, or on the basis of race, color or national origin
under Title VI of the Civil Rights Act of 1964. No person shall on the grounds of sex (including, in the case of a
woman, on the grounds that the woman is pregnant) or on the grounds of religion, be excluded from participation
in, be denied the benefits of, or be subjected to discrimination, to include sexual harassment, under any program
or activity supported by state and/or federal funds.

15 .

Environmental Tobacco Smoke. Public Law 103-227, also known as the Pro-children Act of 1994 (Act),
requires that smoking not be permitted in any portion of any indoor facility owned or leased or contracted for by
an entity and used routinely or regularly for the provision of health, child care, early childhood development
services, education or library services to children under the age of 18, if the services are funded by federal
programs either directly or through state or local governments, by federal grant, contract, loan or loan guarantee.
The law also applies to children's services that are provided in indoor facilities that are constructed, operated, or
maintained with such Federal funds.
The law does not apply to children'S services provided in private residences; portions of facilities used for
inpatient drug or alcohol treatment; service providers whose sole source of applicable federal funds is Medicare or
Medicaid; or facilities where Women, Infants, & Children (WIC) coupons are redeemed.
Failure to comply with the provisions of the law may result in the imposition of a civil monetary penalty of up to
$1,000 for each violation and/or the imposition of an administrative compliance order on the responsible entity.
Contractors are prohibited from promoting the use of tobacco products for all clients. Facilities supported by state
and federal funds are prohibited from making tobacco products available to minors.

Revised AHS -4/24/07

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- 14 -

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AGENCY OF HUMAN SERVICES
103 South Main Street
Waterbury, Vermont 05676

AFFIRMATION OF UNDERSTANDING STATEMENT

As a Contractor for the State of Vermont, I affirm that I have read the Agency of Human Services (AHS) Rule No.
96-23 concerning Access to Information, and that I agree to comply with the requirements of AHS Rule No. 96-23.

I shall require all of my employees performing services under this contract, to sign an affirmation of

understanding statement. Employee statements need not be sent to the State. However, they shall remain in
Contractor's personnel records. The State can request copies of such documents if necessary.

Corrections Corporation of America

]·;)4·0J
Date

Name of Company (Print or type)

Authorized Signature

1icePfB5!dxJt/ ~aroh I Lhtt(06\s
Title

ClIU.~~I'2>

- 15 -

ATTACHMENT"G"
INMATE HOUSING AGREEMENT
THIS AGREEMENT is made and entered into by and between the
VERMONT DEPARTMENT OF CORRECTIONS, hereinafter referred to as the
"VTDOC" or "State" and CORRECTIONS CORPORATION OF AMERICA,
hereinafter referred to as "Contractor."

WHEREAS, the Contractor has prison beds available at Lee Adjustment
Center, North Fork Correctional Facility Tallahatchie County Correctional Facility,
and the West Tennessee Detention Facility, (the "Facilities") and is willing to
contract for the confinement of VTDOC inmates; and
WHEREAS, VTDOC is empowered and authorized to enter into contracts
and agreements with other legal entities; and
WHEREAS, the Contractor has legal authority to enter into an agreement
with VTDOC;
NOW THEREFORE, for and in consideration of the mutual covenants,
conditions, and promises contained herein, the parties hereto agree as follows :
1.

DESCRIPTION OF SERVICES
(a)

Facilities

The following Contractor Facilities will be utilized in the housing of
Lee Adjustment Center, North Fork Correctional
the VTDOC inmates:
Facility, Tallahatchie County Correctional Facility and the West Tennessee
Detention Facility . Provided however, it is the intent of the parties that the
VTDOC inmates shall be consolidated into one CCA facility . Or, to the
extent required by inmate custody levels, one consolidation facility and
one facility allowing for higher custody inmates. Lee Adjustment Center,
Tallahatchie County Correctional Facility and the West Tennessee
Detention Facility are accredited by the American Correctional Association
(ACA) and shall maintain such accreditation throughout the term of this
Agreement. North Fork Correctional Facility is tentatively scheduled for an
initial ACA accreditation in the fall of 2008 and, once obtained; such
accreditation shall be maintained throughout the term of this Agreement.
Vermont inmates will be housed together in all facilities and, to the extent
allowed by facility design and facility inmate populations, kept separate
from other populations.
Provided however, due to the configuration of the Lee Adjustment
Center, VTDOC inmates housed at the Lee Adjustment Center may be
housed with other inmates of the same classification. At the North Fork

- 16 -

Correctional Facility, VTDOC inmates shall be housed separately from
other populations, except that VTDOC inmates may be assigned to the
vacant beds in the Wyoming housing unit(s), as long as Wyoming and
Colorado do not demand use of the beds, and provided no VTDOC inmate
will be assigned to the same cell as a Wyoming inmate. The Contractor
will provide VTDOC at least fourteen days advance notice in the event
VTDOC inmates must be removed from the beds in the Wyoming housing
unit(s) at North Fork due to Wyoming's or Colorado's demand for use of
the beds. All efforts will be made to provide notice in a manner that allows
any inmates displaced from North Fork to be transferred during Vermont's
regularly scheduled moves. At North Fork, VTDOC shall have the first
right of refusal to any unused beds within a pod already partially occupied
by VTDOC inmates, except for beds in the Wyoming housing unit(s) .
Contractor shall notify VTDOC in writing of another jurisdiction's request
for the beds, and VTDOC shall have a fourteen day period from the date
of receipt of the notice to fill the beds. If VTDOC does not retain the beds
and does not fill the beds within the fourteen day period, Contractor shall
have the option to contract with another jurisdiction for use of the beds.
At West Tennessee, VTDOC inmates shall be housed separately
from other populations, except that VTDOC inmates may be housed
together with United States Marshals Service inmates at West Tennessee .
All wheelchair bound VTDOC inmates housed under this Agreement shall
be housed at the West Tennessee Detention Facility, to the extent space
is available at the time such housing is requested .
The parties may mutually agree to utilize other facilities or to house
additional inmates. Prior to any other facility being used for the housing of
VTDOC inmates, an on site visit by VTDOC officials must occur.
The Contractor shall provide the inmates with care and treatment,
furnishing subsistence and all necessary routine medical care; providing
for their physical needs; making programs of training and treatment
consistent with the inmates' needs available; retaining the inmates in safe,
supervised custody; maintaining proper discipline and control; making
certain that sentences and orders of the committing court in the State of
Vermont are faithfully executed; providing the same access to the law
library and rehabilitation programs as any other inmate housed by the
Facility to the extent appropriate for their custody level and in consultation
with VTDOC; and otherwise complying with applicable laws.
(b)

General Duties

The Contractor shall maintain staffing levels at the Facility in
accordance with ACA standards and in sufficient numbers and rank to
maintain the safety of the public, staff and offenders and to adequately

- 17 -

carry out the provisions of this Agreement. The Contractor shall provide
VTDOC with staffing guidelines for each facility where VTDOC inmates
are housed prior to execution of this Agreement. Said staffing guidelines
are attached hereto as Attachment A. In the event of any change to the
staffing guidelines for the staff assigned to the particular VTDOC housing
units during the term of the Agreement, such revised guidelines shall be
provided to VTDOC. Subject to the provisions of this Agreement, the
Contractor shall provide VTDOC inmates care and treatment, including the
furnishing of acute, chronic and emergency medical care consistent with
the requirements of ACA standards, NCCHC standards, and
constitutionally appropriate guidelines, provide for their physical and
mental health needs, make available work, education, training and
treatment programs, retain them in safe, supervised custody, maintain
proper discipline and control, make certain that any applicable court
orders are complied with, provide reasonable access to the courts, and
otherwise comply with all applicable law. The Contractor will provide
reports to the VTDOC Contract Monitor on the adjustment of VTDOC
inmates consistent with VTDOC reviews . Contractor shall provide
management of VTDOC inmates including classification, disciplinary
activity, programming and other offender activity.
VTDOC inmates shall be provided with a copy of the Facility rules
and procedures (orientation guide) upon arrival. The orientation
information must include the process for obtaining health and mental
health services, disciplinary process, access to the law library and the
offender appeal/grievance process, visitation and telephone privileges. A
verbal orientation shall also be provided upon arrival.
2.

DURATION

This Agreement shall be in full force and effect from July 1, 2007 until June 30,
2009, unless terminated by notice from either party in accordance with Section 3
of this Agreement. The Agreement shall be renewable for two additional two-year
periods upon mutual agreement of the parties.
3.

TERMINATION

This agreement may be unilaterally terminated, with or without cause, by
thirty (30) days written notice by VTDOC or one hundred twenty (120) days
notice by Contractor, mailed to the other party by registered U.S. mail, return
receipt requested . Any notice so mailed and any notice served by personal
delivery shall be deemed delivered and effective upon receipt or upon attempted
delivery. This method of notification will be used in all instances, except for
emergency situations when immediate notification is required pursuant to the
appropriate sections of this Agreement.

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4.

RIGHT OF INSPECTION

VTDOC shall have the right to inspect at all reasonable times any Facility
housing VTDOC inmates as needed to monitor Contractor's operational
compliance with the Agreement. VTDOC shall have the right to inspect or
otherwise evaluate the work performed or being performed under this contract.
Access to documents shall be limited to those records required for such
evaluation purposes and VTDOC's defense of claims and/or lawsuits.
5.

INMATE INFORMATION

Separate information packets shall be provided by VTDOC for each
inmate to be transferred to the facility. Said packets shall consist of at least the
following: full information and all necessary documents relating to the case
history including all disciplinary and classification records and any and all STG
related documents; physical and clinical records ; identification of persons known
to pose a security threat to the inmate; judicial and administrative rulings and
orders relating or pertinent to the inmate and the sentences pursuant to which
confinement is to be had or to continue; identification data, photographs, and
fingerprints.
6.

TRANSPORTATION OF INMATES

VTDOC shall send with each inmate, the original or duly authenticated
copies of commitments and any other official papers or documents authorizing
detention and all inmate information specified in Section 5 above. Except as
otherwise indicated, transportation of an offender for purposes of litigation arising
as a result of the Contractor's acts and/or omissions in the performance of this
contract shall be at Contractor's expense . At no expense to VTDOC, Contractor
shall provide two (2) thirty-man transports each month for round trips between
Vermont and the Facilities for the purpose of transporting inmates. A round trip is
travel between Vermont and one facility . The transports are intended to be two
round trips total per month, not from each facility where VTDOC inmates are
housed. For purposes of this paragraph 6, West Tennessee Detention Facility
may be combined with a transport to and from Lee Adjustment Center, such that
it counts as one round trip, provided such may be accomplished with the
personnel and equipment allocated for one thirty-man round trip transport and
provided that Contractor shall decide in which order and manner this combined
trip occurs.
In the event that VTDOC and Contractor desire to utilize
simultaneous housing in all four Contractor facilities included herein, VTDOC and
CCA shall mutually agree to associated revisions to the transportation
requirements prior to VTDOC inmates being transferred to the fourth facility.
Each month, the Contractor and VTDOC will mutually decide how the following
month's transports will be used . The Contractor and VTDOC shall cooperate to
include inmates being returned to and from Vermont for court appearances or

- 19 -

family visits during the regularly scheduled transports whenever possible.
Additional transportation needed for the return of the offender to the physical
custody of vrDOC or the subsequent return of the offender by vrDOC to the
Facility shall be at vrDOC's expense and at the responsibility vrDOC.
7.

TRANSFER OF INMATE FUNDS/PERSONAL PROPERTY

Personal funds due transferred inmates shall be provided by vrDOC to be
credited to the account of the transferred inmate by the Contractor. Upon return
of the inmate to vrDOC, the Contractor shall provide the funds in the amount
due the inmate at the time of return. VTDOC will package and identify the
personal property of each inmate offender prior to transferring the inmate
offender to the Facility. The Contractor shall not be responsible for inmate
property damaged in transit, if said damage is related to improper packaging but
shall be liable for property damaged due to improper packaging by Contractor
upon inmate's transfer out of the Facility. Subject to the Contractor's limitations
on the amount of personal property that may be transferred to the facility with
each inmate, the Contractor will be responsible for the cost of transferring inmate
personal property to the facility. The Contractor and vrDOC will equally share
the cost of returning inmates' personal property upon their return to vrDOC.
vrDOC inmates shall be allowed to possess personal property as outlined
in the Contractor's policies for each Facility at which vrDOC inmates are
housed. Contractor shall provide the vrDOC allowable property lists prior to the
implementation of this agreement.
8.

CLOTHING, LINEN AND LAUNDRY

The Contractor will be responsible for laundry, repair, and replacement of
offender clothing during the vrDOC inmates incarceration at the Facility to
ensure clean clothes and bedding on a weekly basis. Upon admission, a
minimum of three (3) sets of clean Facility uniforms and three (3) sets of
undergarments and socks, clean bedding (to include sheets, blanket(s), pillow
and pillow case and mattress), climate appropriate outer wear Oackets, etc.) and
deck shoes or other appropriate footwear shall be provided vrDOC inmates, if
needed. In addition, offenders shall receive footwear appropriate to their work
assignment. Tennis shoes shall be made available for purchase in the
commissary. Contractor shall provide laundry services to the offender at no
charge to the offender in accordance with established Contractor policies.
9.

INMATE WORK TRAINING AND EDUCATION
(a)
VTDOC inmates may be employed by the Contractor for work to be
performed for the benefit of the Facility such as: maintenance, clerical,
janitorial, kitchen and laundry. The parties agree that the wage rate for
these jobs shall be the wages in place at the Facility as dictated by

- 20-

standards governing the Facility, including but not limited to applicable
statutes , but in no event shall be lower than the wages paid for the same
work to inmates at the Facility from other jurisdictions. It is understood and
agreed that this provision does not create an employer/employee
relationship subject to the Federal Fair Labor Standards Act; and that such
work is performed as part of the custodial arrangement. The Contractor
shall include in its monthly reports to CSHM information regarding the job,
pay rate and number of hours worked for each VTDOC inmate
Inmates from VTDOC will be afforded the opportunity to participate
(b)
in programs of occupational training or work on the same basis as any
other inmate housed by the Contractor and as appropriate to the inmate's
custody level. Vocational programming will include, but is not limited to,
Standardized Craft Training and Non-construction Industries Training.
Compensation in connection with any such participation (whether as
payment, incentive, or for any other therapeutic or rehabilitative reasons)
shall be paid by the Contractor to inmates of VTDOC as set forth in this
paragraph 9. Any such inmates of VTDOC shall be subject to the regular
work discipline imposed upon other inmate participants in the particular
program. However, nothing contained herein shall be construed to permit
or require any inmate of VTDOC to participate in any training, industrial, or
other work program contrary to the laws of the State of Vermont. Inmates
from VTDOC shall not be eligible for furloughs, participation in the work
release program, or be employed in work programs outside the secured
perimeter of the Facility.
(c)
A Cognitive Self-Change program shall be established by the
Contractor at the Lee Adjustment Center. The program should be capable
of handling sixty-four (64) VTDOC inmates at a time in groups of up to
eight (8) inmates. The groups will be co-facilitated with two service
providers, whose primary duty and responsibility shall be to the
administration of the Cognitive Self Change program. Other duties may be
assigned as long as they do not interfere with the CSC program duties.
Each group will meet for approximately one and one half (1 "!h) hours twice
a week, holidays excluded. The program shall be patterned after the
Cognitive Self-Change program within VTDOC and be delivered in
accordance with the VTDOC Cognitive Self Change manual.
The
facilitators must be certified by the VTDOC . A facilitator shall be deemed
certified after successful completion of the Basic Cognitive Self Change
Training delivered by the VTDOC . Costs to attend this initial certification
training shall be paid by Contractor. To maintain certification facilitators
are required to attend no less than one Advanced Cognitive Self Change
Training per year. Such training shall either be conducted by VTDOC at
Lee Adjustment Center, via teleconference or in Vermont. Costs for travel
to Lee by a trainer or to Vermont by the facilitators to be trained shall be at
the cost of VTDOC. VTDOC will conduct no less than two onsite program

- 21 -

consultations per year. Costs for teleconferencing shall be borne by the
Contractor. Provided however, the Contractor shall not be required to
install any equipment, upgrades or other programs as a cost of
teleconferencing. Determination of the method of annual certification,
whether at Lee, through teleconference or in Vermont, shall be made by
VTDOC. The space used for the delivery of the program will have video
conferencing capabilities to include adequate audio transmission to allow
vrDOC to provide oversight and program supervision. vrDOC will be
invoiced monthly for any and all costs associated with video conferencing .
10.

RECREATION

The Contractor shall provide vrDOC inmates with equipment and
supplies for indoor or outdoor recreation and leisure time activities equal to that
provided to other jurisdictions but not less than one and one-half (1 %) hours each
day, seven days each week. The Contractor may limit weekend recreation to the
gym area at the West Tennessee Detention Center due to staffing patterns and
visitation .
11.

RELIGION

Contractor shall provide facilities for religious programs in accordance
with ACA standards.
12.

MEALS.

The Contractor shall provide vrDOC inmates with a nutritionally balanced,
varied diet of adequate portions of food pursuant to standards established by the
American Corrections Association. All menus will be approved by a registered
dietician or nutritionist and all meals will be prepared in compliance with the
approved menus. The Contractor shall provide special meals which meet
medical or religious requirements of applicable vrDOC inmates.
Special
medical meals must meet the nutritional requirements as prescribed by a medical
doctor.
13.

DISCIPLINE

Inmates from vrDOC shall be subject to the policies and procedures as
well as the rules and regulations of the Contractor. The Contractor shall have
physical control and the power to exercise disciplinary authority over all inmates
from vrDOC provided: (1) the disciplinary action is reasonable and proportionate
in relation to the violation; (2) the action taken is impartial and nondiscriminatory;
(3) the action is neither arbitrary nor retaliatory; (4) the discipline is not physically
abusive; and (5) accurate, detailed reports of formal disciplinary actions against
vrDOC inmates are provided to the contract monitor within seventy-two (72)
hours of the date the action is finalized or the punishment is administered.

- 22-

Inmates who have violated the Contractor's rules and regulations will be
subject to the same disciplinary rules and regulations as any other inmate
housed by the Facility. The North Fork Correctional Facility will use the VTDOC
disciplinary policy. At the Lee Adjustment Center, the Contractor shall continue
to use the Kentucky disciplinary policy until VTDOC inmates make up 75% of the
overall population of the facility, at which time the facility will follow the VTDOC
disciplinary policy for VTDOC inmates. Tallahatchie County Correctional Facility
and the West Tennessee Detention Facility will follow the Contractor's
disciplinary policy _ At the West Tennessee Detention Facility, disciplinary
segregation for punitive purposes shall not exceed thirty days for any single
violation. Time spent in administrative segregation shall not be included in the
thirty day calculation but shall be in accordance with any time limitations of ACA
standards. However, nothing contained herein shall be construed to authorize or
permit the imposition of a type of discipline prohibited by the laws applicable to
the State of Vermont.
14.

GRIEVANCES

Inmates from VTDOC will be afforded access to reasonable , impartial and
non-discriminatory grievance and misconduct procedures in compliance with the
applicable ACA standards, including a final level of appeal to VTDOC. Inmate
grievances will be answered within fifteen (15) days of receipt.
(a)
VTDOC is responsible to respond to grievances and appeals on
matters occurring during the inmate's incarceration prior to and up to the
actual transfer of the inmate to the Facility including such issues as :
reasons for the transfer; transfer of personal property until custody is
relinquished to the Facility; uses of force to require transfer; trust fund; to
monitor contract compliance.
(b)
The Contractor is responsible to respond to grievances and
appeals on matters occurring during he inmate's incarceration in the
Facility except sentence administration issues and classification to lower
or higher security status .
(c)
If an inmate appeals a grievance to the Warden or higher authority,
a copy will be sent to the VTDOC contract monitor for any relative input.
Inmate grievances are reviewed to identify potential areas of
(d)
concern and to determine if problematic patterns exist. Inmate grievances
will be documented in a log to assist in monitoring compliance with policy
and procedure related to inmate grievances and to summarize those
areas which are frequently the topic of inmate dissatisfaction. All inmate
grievances will be responded to within fifteen days of receipt and included
in the monthly reporting.

- 23 -

15.

RECORDS AND REPORTS FROM CONTRACTOR

The Contractor shall provide reports of all serious conduct infractions
within seventy-two (72) hours to VTDOC. Access to all record information
collected on inmates from VTDOC related to inmate programming , medical,
mental health, etc. will be made available to designated personnel of VTDOC .
Contractor will establish and maintain Cognitive Self Change program files on
each inmate in the program, and will transfer that information to the Vermont
DOC Caseworkers, when the inmate returns for continued programming.
The Contractor shall provide a monthly report to VTDOC on all VTDOC
inmates housed in Contractor facilities. This report will specify each inmate's
program attendance and participation , educational participation, and/or
employment. Contractor understands that they must submit the report no later
than the 5th of each month.
16.

NOTIFICATION OF INMATE INCIDENTS, EMERGENCIES, ESCAPES
AND DISCIPLINE

The CONTRACTOR will notify the VTDOC Out of State Unit as soon as
reasonably practicable but no later than two hours after the incident has been
dealt with (24 hours a day) by telephone or pager for any incident listed below
which involves a VTDOC offender:
(a)
(b)
(c)
(d)
(e)
(f)

(g)
(h)
(i)
0)

(k)
(I)
17.

Offender escape;
Use of deadly force;
Use of force in which there is an injury requiring medical treatment;
Assault, including sexual assault, by an employee , offender, or
civilian;
Disturbance involving three or more offenders which is not brought
under control within 15 minutes;
Death of an offender;
Rape of an offender;
Property destruction rendering a living unit or support service area
unusable;
Hostage situation;
Use of chemical agents.
Suicide attempt
Transport to a hospital

HEARINGS

CONTRACTOR shall provide adequate on-site facilities for any court
ordered hearings, status conference, deposition or other legal proceedings, and
parole hearings ordered and conducted by the state or federal courts in which a
VTDOC inmate may be made available by telephone. Such facilities shall

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include a private room, a writing table, and a chair for each participant and
teleconferencing equipment. At the request and sole expense of VTDOC, Lee
Adjustment Center, North Fork Correctional Facility, Tallahatchie County
Correctional Facility and the West Tennessee Detention Facilities will provide
access to video conferencing for all such hearings. Contractor shall invoice
VTDOC for any associated charges on its monthly invoice.
18.

CUSTODY CLASSIFICATION

Inmates placed pursuant to this agreement shall be of a custody
classification that is consistent with the policies and procedures of the Contractor
and the rules and regulations of the state of incarceration.
Inmates placed pursuant to this agreement shall not be reduced in
custody classification unless agreed to in advance by VTDOC. However, the
Contractor reserves the right to increase the custody classification of inmates in a
manner consistent with its policies and procedures and shall notify VTDOC within
seventy-two (72) hours of such action .
19.

RETAKING OF INMATES
(a)
The Contractor will surrender any VTDOC inmate to the proper
officials of VTDOC upon demand made to the Contractor and presentation
of official written authority to receive said inmate.
(b)
In the event that VTDOC sends an inmate to the facilities who, in
the opinion of the Contractor, is unsuitable for housing at the facility due to
classification, medical, mental health or other reasons, VTDOC shall
retake such inmate within seven (7) working days of such request being
made by the Facility Warden after consultation with VTDOC. Except as
stated otherwise herein, in all events in which VTDOC is required to retake
any and all of its inmates, VTDOC will return the inmate to the jurisdiction
of the State of Vermont at VTDOC's expense as set forth in paragraph 6.
Provided however, in the event that the Facility Warden requests that
VTDOC retake an inmate, VTDOC shall only be required to pay for
transports for those inmates who for classification, medical, mental health
or other significant reasons must be removed from the facility prior to the
next scheduled monthly transport or who cannot, for classification,
medical, mental health or other significant reasons, be moved on such
monthly transport. All efforts shall be made on the behalf of the Facility to
return such inmates on the next scheduled monthly transport in the event
that such a move can be made in a safe and secure manner without
undue jeopardy to the inmate, other inmates on the transport or to the
management of the facility while the inmate is awaiting transport.

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(c)
Upon termination of this Agreement for any reason, VTDOC and
Contractor shall each pay one-half the cost of transportation incurred in
the return of the inmates.
20 .

PHOTOGRAPHING AND PUBLICITY

Institutional or other officials of the Contractor shall not be authorized to
release publicity concerning inmates from Vermont. Contractor shall not release
personal histories or photographs of such inmates or information concerning their
arrivals or departures or permit reporters or photographers to interview or
photograph such inmates without the express written permission of VTDOC and
of the inmate. The Contractor may photograph inmates from Vermont as means
of identification for official use only; however, photographs of an inmate may be
disseminated to appropriate law enforcement officials and to the press in the
event of any escape from an institution by such inmate.
21 .

COST AND REIMBURSEMENT

Except as otherwise provided herein, the entire cost to VTDOC for
housing inmates transferred by VTDOC under the terms of this Agreement shall
be fixed at the $58 .00 per inmate per day for the first year of this contract. On
July 1 of 2008 and every subsequent July 1 in which this Agreement or any
renewal term is in effect, the then current rates shall increase by three percent
(3.0%). The rates for the six year term shall be as follows:
Year One: $58 .00
Year Two: $59.74
Year Three: $61.53
Year Four: $63.38
Year Five: $65.28
Year Six: $67 .24
VTDOC shall pay for a minimum of four hundred (400) inmates in the CCA
system at all times during the term of this Agreement. VTDOC shall be billed
monthly by the Contractor. VTDOC shall pay the Contractor for the day the
Contractor takes custody of an inmate and every subsequent day the inmate
remains in the custody of the Contractor, except the Contractor shall not be paid
for the day the inmate ceases to be in the custody of the Contractor. Payment
shall be made within thirty (30) days of a correct invoice. Man day invoices will
be submitted separately from any other invoices.
VTDOC and the
CONTRACTOR shall use all reasonable efforts to ensure that an invoice is
reviewed and, if necessary, corrected in a timely fashion.
22.

RESPONSIBILITY FOR LEGAL PROCEEDINGS

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According to Attachment C, §5, Independence, Liability: The Contractor
will act in an independent capacity and not as officers or employees of the State
of Vermont. The Contractor shall indemnify, defend and hold harmless the State
and its officers and employees from liability and any claims, suits, judgments and
damages arising as a result of the Contractor's acts and/or omissions in the
performance of this contract.
Attachment C, §5, of this contract pertaining to defense and
indemnification is intended by the parties to include (i) defense of all claims,
and/or lawsuits, including but not limited to actions for damages and/or for
declaratory or injunctive relief, to the extent that they contain allegations that
arise as a result of the Contractor's acts and/or omissions in the performance of
this contract whether or not the Contractor, an employee of the Contractor, or a
subcontractor of the Contractor is named party to the action and (ii)
indemnification to the extent that any such claim or lawsuit results in a final
determination, and/or settlement, that liability arose as a result of the Contractor's
acts and/or omissions in the performance of this contract whether or not the
Contractor, an employee of the Contractor, or a subcontractor of the Contractor
is a named party to the action.
If the Office of the Attorney General or VTDOC elects to tender said claim and/or
lawsuit in accordance with this Agreement, it shall do so as soon as reasonably
practical after its receipt of said claim or lawsuit. Neither the Attorney General nor
the VTDOC shall prejudice Contractor in its ability to defend the claim or lawsuit.
If the Contractor is timely notified by the Attorney General or VTDOC regarding
the tender of a claim or lawsuit, and if the claim or lawsuit arises as a result of the
Contractor's acts and/or omissions in the performance of this contract, the
Contractor shall be responsible to file any requisite response and/or handle any
court action. Within ten (10) business days of receipt of tender or sooner if
necessary, Contractor shall respond to the Attorney General or VTDOC; said
response shall include an acknowledgement of receipt of the claim and/or
lawsuit, a response on the defense and indemnification obligation, and, if the
Contractor accepts responsibility for defense, the identity of counsel who will
defend the claim and/or lawsuit. The Office of the Attorney General and the
VTDOC shall have the right to approve all proposed settlements of such claims
and/or lawsuits made on behalf of the State, State employees, and/or the
VTDOC. In the event the Attorney General or VTDOC withholds consent, then
the Contractor shall proceed with the defense of the VTDOC, but Contractor's
indemnification obligations with respect to the claim and/or lawsuit shall be
limited to the amount of the proposed settlement.
The Contractor agrees to cooperate with the Office of the Attorney
General and VTDOC in the investigation and handling of any claim and/or
lawsuits filed by inmate(s), and/or other person(s) and/or entity or entities in
connection with the provision of services which are the subject of this contract.
The Office of the Attorney General and VTDOC will monitor the defense of all

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claims and/or lawsuits and the Contractor and local counsel shall cooperate fully
with such monitoring. The Office of the Attorney General and VTDOC retain the
right to participate, at their own expense, in the defense and/or trial of any claim
and/or lawsuit where the Contractor is providing the defense and indemnification
of such claim and/or lawsuit.
Nothing herein shall be construed to require Contractor to defend or
indemnify any party for any claims, lawsuits, damages, expenses, costs or losses
arising from the actions or omissions of the State, its departments, its officers,
agents or employees or allegations regarding the Department or State's authority
to enter into this Agreement. Neither shall anything herein be construed to
require Contractor to defend or indemnify any party for any claims, lawsuits,
damages, expenses, costs or losses arising with respect to any Habeas Corpus
action or any other action challenging the validity of a conviction or sentence.
23.

CONTACT PERSON/CONTRACT MONITOR

In order to effectively administer this agreement, each party shall appoint
a contact person for the respective state. The contact person for the VTDOC will
be Raymond Flum, Director of Classification, 1229 Portland Street, Suite 101, St.
Johnsbury, VT 05819 (Tel: 802-751-0255 Fax: 802-751-0259). The contact
person for the Contractor will be Jeb Beasley, Senior Director, Business
Development, 10 Burton Hills Boulevard, Nashville, TN 37215 (Tel: 615-2633000 Fax: 615-263-3050). Replacement of the individuals named herein may be
accomplished by written notice to the other party. All notices, reports, billings,
and correspondence to the respective parties to this agreement shall be sent by
certified mail to the addresses listed above.
Contractor will provide VTDOC contract monitors office space that has a
lock that is not master-keyed, a desk, chair, telephone/fax/computer lines (for
internet access only). Contractor will not be responsible for fax or non-businessrelated telephone costs. VTDOC contract monitors shall have access at all times
to Vermont inmates and staff and to all areas of the Facility and to non-financial
documents and records relating to Contractor's obligations under the Contract.
Access will include employee qualifications, training requirements, disciplinary
records relative to serious incidents and security breaches and reports
concerning Facility repairs and maintenance.
Access shall be in strict
compliance with privacy rights and shall be kept confidential. VTDOC contract
monitors may attend regularly scheduled operational meetings between Facility
administration and staff pertaining to Contractor's obligations under the Contract.
VTDOC contract monitors shall not be allowed to attend meetings with
Contractor's legal counsel, corporate officials or meetings involving employee
disciplinary matters. VTDOC contract monitors shall not have access to records
pertaining to inmates from other jurisdictions.

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VTDOC shall receive an annual credit to offset its expense for the on-site
contract monitors. The annual credit shall be deducted from the monthly invoice
for April of each year, in advance of the July 1 start of the contract year for which
the credit applies. The amount of the credit for the first year of the Agreement
shall be fixed at One Hundred Thousand Dollars ($100,000.00).
Beginning in
2008 and continuing each year that this Agreement or any renewal term is in
effect, the annual credit for the on-site contract monitor shall increase by three
percent (3%) over the prior year's credit. In the event that the contract is
terminated prior to the completion of any contract year, Contractor will be entitled
to a pro-rata refund of the aforementioned annual credit.
24.

ESCAPES

The Contractor shall notify VTDOC and the contract monitor within two (2)
hours upon the escape of an inmate transferred pursuant to this agreement and
shall take all action necessary to affect the apprehension of the escaped inmate.
In the case of an escape to a jurisdiction other than the state in which the inmate
was housed, the responsibility for extradition or rendition proceedings shall be
that of the VTDOC, but nothing contained herein shall be construed to prevent or
affect the activities of officers and agencies of any jurisdiction directed toward the
apprehension and return of an escapee . Any reasonable and actual costs up to
$25,000.00 incurred by VTDOC in connection with any escape and or rendition
and extradition process shall be chargeable to and borne by Contractor.
25.

URINALYSIS PROGRAM

All inmates transferred pursuant to this agreement shall be required to
participate in routine and random urinalysis testing to the same extent as are
inmates of the Contractor. All drug test results for unauthorized drugs shall be
reported to the contract monitor in the monthly report. Testing costs will be
included in the rate set forth in Section 21.
26.

MEDICAL

It is the intent of the State that inmates receive care comparable to that
available to inmates in Vermont. The Contractor's written policies and procedures
will describe health services , medical services, and dental services to be
provided. At a minimum, these must meet ACA standards, federal, state and
local laws and regulations, as well as the following State policies and procedures.
In accordance with subsection (w) of this section 26, Contractor shall follow
NCCHC standards.
(a)

Reception Screening

Contractor shall conduct a receiving screening on all newly
admitted State inmates within twenty-four (24) hours of the inmate's arrival

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at the Contractor's facility. This screening shall be conducted by a
qualified medical professional and shall include review of State medical
information and the following:
(1) Inquiry into current and past illnesses, health problems
and conditions;
(2) Any past history of serious infectious or communicable
illness, and any treatment or symptoms (e.g ., chronic cough,
hemoptysis, lethargy, weakness, weight loss, loss of appetite,
fever, night sweats) suggestive of such illness;
(3) Mental illness, including suicide risk;
(4) Dental problems;
(5) Allergies;
(6) Medications taken and special health (including dietary)
requirements ;
(7) use of alcohol and other drugs, and any history of
associated withdrawal symptoms
(8) Other health problems designated by the responsible
physician or medical professional performing the screening;
and
(9) Observation of the following :
behavior, which includes state of consciousness,
•
mental
status
(including
suicidal
ideation),
appearance, conduct, tremors and sweating ;
•
body deformities and ease of movement;
•
persistent cough or lethargy; and
•
Condition of skin, including trauma markings, bruises,
lesions, jaundice, rashes, infestations, and needle
marks or other indications of drug abuse.

(b)

Access to Services

At the time of initial intake, each inmate will be provided with a
health care services orientation and information on how to access health
care services while in the facility. The orientation will include:

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